Law Offices
SHOOK, HARDY & BACON LLP
Overland Park 1010 Grand Boulevard, 5th Floor London
Houston Post Office Box 15607 Zurich
Washington, D.C. Kansas City, Missouri 64106-0607 Geneva
San Francisco Telephone (816) 474-6550 * Facsimile (816) 842-3190 Melbourne
Miami Buenos Aires
August 3, 2000
TravelNow.com Inc.
318 Park Central East, Suite 306
Springfield, Missouri 65806
Re: Validity of 527,000 Shares of Common Stock, Par Value $0.01 Per Share,
of TravelNow.com Inc.
Ladies and Gentlemen:
As counsel for TravelNow.com Inc., a Florida corporation (the "Company"),
we have participated in the preparation and filing of the Registration Statement
on Form SB-2 (the "Registration Statement"), for registration under the
Securities Act of 1933, as amended, of 527,000 shares of Common Stock, par value
$0.01 per share, of the Company (the "Common Stock").
In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuiness
of all signatures, the legal capacity of natural persons, and the conformity to
the originals of all records, documents and instruments submitted to us as
copies. We have based our opinion upon our review of the following records,
documents and instruments:
1. The Articles of Incorporation, as amended, of the Company certified by
the Secretary of State of the State of Florida as of January 31, 2000 and
certified to us by an officer of the Company as being complete and in full force
and effect as of the date of this opinion;
2. The Bylaws of the Company certified to us by an officer of the Company
as being complete and in full force and effect as of the date of this opinion;
3. The minutes of various meetings of the Board of Directors of the
Company;
4. All such records of the Company and all such agreements, certificates of
public officials, certificates of officers and representatives of the Company;
and
<PAGE>
TravelNow.com Inc. SHOOK, HARDY & BACON LLP
August 3, 2000
Page 2
5. Such other documents, papers, statutes and authorities as we have deemed
necessary to form the basis of the opinion hereinafter expressed.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified to our
satisfaction such additional facts as we deemed necessary or appropriate for the
purpose of this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing in good
standing under the laws of the State of Florida.
2. The Company's Articles of Incorporation, as amended, authorizes Fifty
Million (50,000,000) shares of Common Stock, par value $0.01 per share, and
Twenty-Five Million (25,000,000) shares of Preferred Stock, par value $0.01 per
share.
3. Subject to the effectiveness of the Registration Statement, all legal
and corporate proceedings necessary for the authorization and issuance of the
Common Stock to be sold pursuant to the Registration Statement have been duly
taken and the Common Stock is validly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to all references to the undersigned in the Registration
Statement and the prospectus contained therein, and in all amendments thereto,
and to the filing of this opinion by the Company as an exhibit to such
Registration Statement or any amendments thereto.
Very truly yours,
/s/ Shook, Hardy & Bacon
------------------------
Shook, Hardy & Bacon
